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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* YOUNG INNOVATIONS HOLDINGS LLC (Last) (First) (Middle) 111 SOUTH WACKER DRIVE SUITE 3350 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/03/2012	3. Issuer Name and Ticker or Trading Symbol YOUNG INNOVATIONS INC [ YDNT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	0	I	See footnotes(1)(2)(3)(4)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* YOUNG INNOVATIONS HOLDINGS LLC (Last) (First) (Middle) 111 SOUTH WACKER DRIVE SUITE 3350 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LINDEN CAPITAL PARTNERS II LP (Last) (First) (Middle) 111 SOUTH WACKER DRIVE SUITE 3350 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LINDEN MANAGER II LP (Last) (First) (Middle) 111 SOUTH WACKER DRIVE SUITE 3350 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LINDEN CAPITAL II LLC (Last) (First) (Middle) 111 SOUTH WACKER DRIVE SUITE 3350 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DAVIS ANTHONY B. (Last) (First) (Middle) 111 SOUTH WACKER DRIVE SUITE 3350 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LARSON ERIC C. (Last) (First) (Middle) 111 SOUTH WACKER DRIVE SUITE 3350 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MILLER BRIAN C. (Last) (First) (Middle) 111 SOUTH WACKER DRIVE SUITE 3350 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is being filed by (i) Young Innovations Holdings LLC ("Parent"), (ii) Linden Capital Partners II LP ("Fund II"), in its capacity as manager and sole member of Parent, (iii) Linden Manager II LP ("Manager II"), in its capacity as general partner of Fund II, (iv) Linden Capital II LLC ("Capital II"), in its capacity as general partner of Manager II, and (v) Anthony B. Davis ("Davis"), Eric C. Larson ("Larson") and Brian C. Miller ("Miller"), in their respective capacities as managing partners of Capital II.

2. Each of Parent, Fund II, Manager II, Capital II, Davis, Larson and Miller may be referred to individually as "Reporting Person" and collectively as "Reporting Persons."

3. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person. The filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 3.

4. On December 3, 2012, Parent, YI Acquisition Corp. ("Merger Sub") and Young Innovations, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger"). In connection with the Merger Agreement, Parent entered into a Voting Trust Agreement (the "Voting Trust Agreement") with certain stockholders of the Issuer holding in the aggregate approximately 29.6% of the Issuer's issued and outstanding Common Stock (the "Stockholders").

5. Pursuant to the Voting Trust Agreement, each Stockholder deposited all of his or its shares of Common Stock with Parent so that Parent may exercise all rights and powers of a stockholder with respect to the shares of Common Stock controlled by the Stockholders. As a result of entering into the Voting Trust Agreement, Parent may be deemed to have acquired beneficial ownership of 2,345,691 shares of Common Stock, representing the shares of Common Stock subject to the Voting Trust Agreement as of December 3, 2012. Parent has no pecuniary interest in such shares and expressly disclaims beneficial ownership of such shares.

6. As a result of their direct or indirect relationship to Parent, the other Reporting Persons may also be deemed to have acquired indirect beneficial ownership of such shares of Common Stock. The other Reporting Persons have no pecuniary interest in such shares and expressly disclaim beneficial ownership of such shares.

	/s/ Young Innovations Holdings LLC, by Anthony B. Davis, President	12/13/2012
	/s/ Linden Capital Partners II LP, by Linden Manager II LP, its General Partner, by Linden Capital II LLC, its General Partner, by Anthony B. Davis, Managing Partner	12/13/2012
	/s/ Linden Manager II LP, by Linden Capital II LLC, its General Partner, by Anthony B. Davis, Managing Partner	12/13/2012
	/s/ Linden Capital II LLC, by Anthony B. Davis, Managing Partner	12/13/2012
	/s/ Anthony B. Davis	12/13/2012
	/s/ Eric C. Larson	12/13/2012
	/s/ Brian C. Miller	12/13/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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